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---------------------------------------------------------------------------- ---------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------------------------------- FORM 8-K -------------------------------------------------------------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2004 Plantronics, Inc. (Exact name of Registrant as Specified in its Charter)

Delaware 1-12696 77-0207692 (State or Other Jurisdiction of (Commission file number) (I.R.S. Employer Incorporation or Organization) Identification Number)

345 Encinal Street Santa Cruz, California 95060 (Address of Principal Executive Offices including Zip Code) (831) 426-5858 (Registrant's Telephone Number, Including Area Code) --------------------------------------------------------------------------------

Item 7. Financial Statements and Exhibits.

(c) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K: 99.1 Press Release issued by Plantronics, Inc. dated January 13, 2004.

Item 12. Results of Operations and Financial Condition On January 13, 2004, Plantronics, Inc., a Delaware corporation, issued a press release announcing its financial results for the third quarter ended December 27, 2003 and certain other information. A copy of the press release is attached as Exhibit 99.1 hereto.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLANTRONICS, INC.

(Registrant)

Dated: January 13, 2004

By: /s/ Barbara V. Scherer

---------------------- Barbara V. Scherer Chief Financial Officer

--------------------------------------------------------------------------------

INDEX TO EXHIBITS Exhibit 99.1 Press Release issued by Plantronics, Inc. dated January 13, 2004.

PRESS RELEASE Plantronics Reports Record Revenues for Third Quarter Fiscal 2004 Raises Operating Margin Target

FOR INFORMATION, CONTACT: FOR IMMEDIATE RELEASE Debbie Peterson January 13, 2004 Investor Relations Manager (831) 458-7533

SANTA CRUZ, CA. - January 13, 2004 - Plantronics, Inc., (NYSE: PLT) today announced revenues and earnings for its third quarter of fiscal year 2004. Third quarter revenues increased 24% to $107.6 million to a new quarterly record, in comparison to $86.8 million in the third quarter of fiscal 2003, and operating income increased 89% from $12.6 million to $23.8 million. Third quarter net income was $17.6 million compared to net income in the third quarter of fiscal 2003 of $9.2 million. Plantronics' diluted earnings per share were $0.37 for the third quarter in comparison to $0.20 in the third quarter of fiscal 2003. Ken Kannappan, President and Chief Executive Officer, noted, "Our results were above the guidance we issued on October 15th, which called for revenues of $95 to $100 million, and earnings per share of $0.27 to $0.30. Domestic and international revenue growth was led by increased demand for headsets for mobile phones and for wireless headsets in the office. Earnings grew substantially due to higher revenues and an expansion of our profit margins primarily due to the leverage of the higher revenues on our cost structure." "Revenues from mobile headsets reached $29.5 million, up from $16.1 million in the December quarter a year ago and up from $18.4 million in the September quarter. Within the mobile products group, both corded and BluetoothTM-based headsets were up sharply. While this product category has historically been strong in the December quarter due to seasonality, we believe that additional factors caused demand for our products to be unusually high last quarter. In particular, we believe that our market share may have been unusually strong during the December quarter and that this position is unlikely to be sustainable. Other favorable impacts on demand in the December quarter included the impact of the hands-free legislation in the U.K. and a small effect from wireless number portability in the U.S. For these reasons, we currently anticipate that revenues of mobile products are likely to be lower in the fourth quarter than they were in the third quarter," Kannappan added. "In the office, the market for wireless products is also growing and the need for such hands-free communication tools led us to develop and introduce the CS50 and CS60 systems. We were very pleased by the growth in revenues for the CS60 during the quarter, and by the initial market acceptance of the CS50 in North America. These innovative wireless headset systems also contributed to the record revenue level and to a 14% year-over-year increase in Office and Contact Center product group revenues," Kannappan concluded. Barbara Scherer, SVP and CFO, said, "Our overall financial performance was excellent and in fact we exceeded the 20% target for operating margins that we have been working to achieve. The 22.1% operating margin achieved in the December quarter should not be viewed as a sustainable long term metric, although we are increasingly of the belief that we can make the right mix of investments and achieve growth while earning somewhat more than 20%, and we are thus setting our operating margin target for FY2005 as a whole at 21% or better. One of the key factors in our assessment of this target is our likely customer mix which we believe is unlikely to include significant revenues from mobile handset OEMs, particularly for Bluetooth products. For the fiscal 2004 year, we believe that our revenues of Bluetooth headsets for OEM customers will approach $15 million. We continue to see a good opportunity for Plantronics-branded Bluetooth headsets on which we have historically earned higher margins than we have on such products for OEM customers." "We made good progress on working capital management. Inventory turns improved to 5.2 from 4.9, and DSO of 54 days was excellent for a quarter with such a strong increase in revenues and with the usual slowdown in collections around the holidays. During the quarter, we generated $16.1 million in cash flow from operations and year to date, have generated $48 million. We did not repurchase any shares during the quarter and continue to have 142,600 shares remaining authorized for repurchase. Our cash balance increased from $92.1 million as of the end of the September quarter to $107.3 million as of the end of the December quarter. During the quarter, we purchased land and facilities that we previously leased in Swindon, U.K. The purchase price was approximately $5.6 million and we believe that the purchase will yield an attractive return on investment as well as lower our annual operating costs in comparison to continuing to lease. Looking forward over the next 12 to 18 months, we are planning or considering certain other capital expenditures related to facilities, including an upgrade of our corporate offices in Santa Cruz, a purchase of certain of our manufacturing facilities in Mexico, which are currently leased, and a purchase of land and construction of a factory and development center in China. The potential purchase in Mexico is currently highly uncertain and the planning for China is in a very early stage, and thus the total capital cost of these initiatives is uncertain and could range from $10 to $20 million," Scherer concluded. Business Outlook The following statements are based on current expectations. Many of these statements are forward-looking, and actual results may differ materially. We are more optimistic than we have been for some time about the overall economic environment though still feel that caution is warranted given concern about the level of unemployment in the U.S., the level of budget and trade deficits in the U.S., and the impact of a weak dollar on the Euro region recovery. Given these and other factors, we remain uncertain concerning the strength and sustainability of the economic environment and the related demand outlook for headsets. We consider the trends in sell through of our U.S. commercial distributors of office and contact center products an important indicator of demand in this key market for us. For the December quarter, this group of distributors reported to us an increase in sell through of 5% in comparison to the December quarter last year, and 1% growth sequentially. We currently anticipate sell through to increase sequentially in March, based on historic patterns and also because our fourth quarter will contain 14 weeks. We have a "book and ship" business model whereby we ship most orders to our customers within 48 hours of our receipt of those orders, and we thus cannot rely on the level of backlog to provide visibility into potential future revenues. Our visibility is particularly weak in the March quarter. Historically, this quarter has been characterized by a slow start after the holiday period and a stronger finish, the opposite pattern from the December quarter. Based on all of the foregoing, we are currently expecting: * Revenues for the fourth quarter of fiscal 2004 to be in the range of $104-$108 million. We expect revenues of mobile communication products to decline sequentially from the record high $29.5 million achieved in the seasonally strong December quarter partially or fully offset by growth in other product lines primarily as a result of a 14 vs. 13-week fourth quarter. On a 13-week basis, the above range would be equivalent to approximately $96 to $100 million. * Earnings per share for the fourth quarter of fiscal 2004 to be in the range of $0.30 - $0.34. In preparing this guidance, we have estimated that gross margins are likely to be up slightly from the third quarter. Offsetting that positive effect, operating expenses should be higher than the third quarter, primarily as the result of the 14th week and the associated payroll and other normal recurring costs that we will incur together with the charges we anticipate from the consolidation of our Garden Grove facility with our Chattanooga facility announced yesterday. On a 13-week basis, the above range would be equivalent to approximately $0.27 to $0.30 diluted earnings per share. We are not planning for a balance sheet based foreign exchange gain or loss, which if one occurs, is accounted for in other income and expense below the operating income line. In the third quarter of fiscal 2004, we had an unusually large foreign exchange gain which contributed almost $0.02 to EPS. Assuming the range of results above for the fourth quarter, results for the full fiscal year are currently expected to be revenues of $399.5 million to $403.5 million and diluted earnings per share of $1.19 to $1.23. Our fiscal 2004 year contains 53 weeks in comparison to 52 in fiscal 2003, with the fourth quarter containing 14 weeks instead of the usual 13, and will end on April 3, 2004. We plan to release earnings for the fourth quarter and full year on April 27, 2004. The extra week in the fourth quarter of fiscal 2004 will affect the comparability with the third quarter of fiscal 2004, the fourth quarter of fiscal 2003, and the comparability of the full fiscal year to both the prior and upcoming fiscal years. The extra week in the fourth quarter can also be expected to negatively affect the comparison between the fourth quarter of fiscal 2004 and the first quarter of fiscal 2005 because the extra week in the fourth quarter is likely to contribute $7 to $8 million of revenue which would not recur in the first quarter. Plantronics does not intend to update these targets during the quarter or to report on its progress toward these targets. Plantronics will not comment on these targets to analysts or investors except by its next press release announcing its fourth quarter and fiscal year 2004 results or by other public disclosure. Any statements by persons outside Plantronics speculating on the progress of the fourth quarter of the fiscal year will not be based on internal Company information and should be assessed accordingly by investors. The statements do not reflect the potential impact of any mergers or acquisitions that may be completed after the date of this release. Conference Call Scheduled to Discuss Financial Results Plantronics has scheduled a conference call to discuss the contents of this release. The conference call will take place today, Tuesday, January 13 at 2:00 PM (PST). All interested investors and potential investors in Plantronics stock are invited to participate. To listen please dial in five to ten minutes prior to the scheduled starting time and refer to the "Plantronics Conference Call." Participants from North America should call (888) 301-8736 and other participants should call (706) 634-7260. A replay of the call with the conference ID #4751918 will be available for 72 hours at (800) 642-1687 for callers from North America and at (706) 645-9291 for all other callers. The conference call will also be simultaneously web cast at www.plantronics.com under Investor Relations, and the web cast of the conference call will remain available at the Plantronics Web site for thirty days. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain statements in this press release, including our potential capital spending plans on facilities, current expectations and projections for revenues and earnings for the March quarter and full 2004 fiscal year, our target for operating margins, and other statements under the caption "Business Outlook" above, are forward-looking statements based on current information and expectations. Achievement of the results projected above is subject to a number of risks and uncertainties. Among the factors that could cause actual results to differ materially from those projected are: * A slowing in national or international economic growth, resulting in a reduction in the overall level of demand for our products; * As the national and international economies recover, employment opportunities in the contact center or office markets may not increase commensurately but may remain flat or even decrease, lessening the future demand for our products; * A softening of the level of market demand for our products within our core contact center market and/or in the newer office, mobile, computer and residential markets; * The inability to successfully develop, manufacture and market new products. * The demand for new wireless headset products may not develop as we anticipate and may lead to excess inventory and the inability to recover the associated development costs. * A decrease in the liquidity of our customers caused by general economic conditions that may impact their ability to pay amounts due us; * The actions of existing and/or new competitors, especially with regard to pricing and promotional programs; * The entry of new competitors which could be spurred by changes in the regulatory environment, particularly laws requiring the use of hands-free devices by drivers when using cellular telephones; * Variations in sales and profits in higher tax, as compared to lower tax, jurisdictions; * Fluctuations in foreign exchange rates; and * Changes in the regulatory environment either as to headsets directly or as to the products, such as mobile phones, with which our products are used. Additional risk factors include: changes in the timing and size of orders from our customers, price erosion, increased requirements from retail customers for marketing and advertising funding, failure to match production to demand, interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, failure of our distribution channels to operate as we expect, failure to develop products that keep pace with technological changes, the inherent risks of our substantial foreign operations, problems which might affect our principal manufacturing facility in Mexico, further terrorist acts, our nation's response to terrorist attacks and the effects of these activities on capital and consumer spending, and the loss of the services of key executives and employees. For more information concerning these and other possible risks, please refer to the Company's Form 10-K filed on June 2, 2003, filings on Form 10-Q and other filings with the Securities and Exchange Commission as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html Financial Summaries The following related charts are provided: * Summary of Condensed Consolidated Financial Statements * Summary of Unaudited Income Statements and Related Data About Plantronics Plantronics introduced the first lightweight communications headset in 1962 and is recognized as the world leader in communications headsets. A publicly held company with approximately 2,700 employees, Plantronics is the leading provider of headsets to telephone companies and the business community worldwide. Plantronics headsets are also used widely in many Fortune 500 corporations and have been featured in numerous motion pictures and high-profile events, including Neil Armstrong's historic "One small step for man" transmission from the moon in 1969. Plantronics, Inc., headquartered in Santa Cruz, California, was founded in 1961 and maintains offices in 20 countries. Plantronics products are sold and supported through a worldwide network of authorized Plantronics marketing partners. Information about the Company and its products can be found at www.plantronics.com or by calling (800) 544-4660. Plantronics is a registered trademark of Plantronics, Inc. Bluetooth is a trademark owned by Bluetooth SIG Inc., and is used by Plantronics under license. All other products or service names mentioned herein are trademarks of their respective owners.

PLANTRONICS, INC. SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS Quarter Ended Nine Months Ended __________________________ __________________________ December 31, December 31, December 31, December 31, 2002 2003 2002 2003 ____________ ____________ ____________ ____________ Net sales $ 86,811 $ 107,622 $ 249,449 $ 295,525 Cost of sales 44,290 51,381 123,835 145,051 ____________ ____________ ____________ ____________ Gross profit 42,521 56,241 125,614 150,474 Gross profit % 49.0% 52.3% 50.4% 50.9% Research, development and engineering 9,004 8,834 25,418 25,686 Selling, general and administrative 20,939 23,649 60,308 67,786 ____________ ____________ ____________ ____________ Total operating expenses 29,943 32,483 85,726 93,472 ____________ ____________ ____________ ____________ Operating income 12,578 23,758 39,888 57,002 Operating income % 14.5% 22.1% 16.0% 19.3% Interest and other income, net 566 1,412 1,771 2,045 ____________ ____________ ____________ ____________ Income before income taxes 13,144 25,170 41,659 59,047 Income tax expense 3,943 7,551 10,754 17,714 ____________ ____________ ____________ ____________ Net income $ 9,201 $ 17,619 $ 30,905 $ 41,333 ============ ============ ============ ============ % to Sales 10.6% 16.4% 12.4% 14.0% Diluted earnings per common share $ 0.20 $ 0.37 $ 0.66 $ 0.89 Shares used in diluted per share calculations 46,197 47,501 47,096 46,305

UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2003 2003 ASSETS Cash and cash equivalents $ 54,704 $ 107,329 Marketable securities 5,021 -- ____________ ____________ Total cash and marketable securities 59,725 107,329 Accounts receivable, net 50,503 64,425 Inventory, net 33,758 39,178 Deferred income taxes 6,357 5,974 Other current assets 2,674 2,230 ____________ ____________ Total current assets 153,017 219,136 Property, plant and equipment, net 36,957 41,109 Intangibles, net 3,682 3,191 Goodwill, net 9,386 9,386 Other assets 2,167 2,642 ____________ ____________ $ 205,209 $ 275,464 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 13,596 $ 16,985 Accrued liabilities 27,235 38,686 Income taxes payable 8,581 4,947 ____________ ____________ Total current liabilities 49,412 60,618 Deferred tax liability 8,867 8,076 ____________ ____________ Total liabilities 58,279 68,694 Stockholders' equity 146,930 206,770 ____________ ____________ $ 205,209 $ 275,464 ============ ============

Summary of Unaudited Income Statements and Related Data _____________________________________________________________________________________________________________________________ FY02 Q103 Q203 Q303 Q403 FY03 Q104 Q204 Q304 YTD04 Net sales 311,181 80,268 82,370 86,811 88,059 337,508 92,786 95,117 107,622 295,525 Cost of sales 163,336 38,810 40,735 44,290 44,730 168,565 47,319 46,351 51,381 145,051 Gross profit 147,845 41,458 41,635 42,521 43,329 168,943 45,467 48,766 56,241 150,474 Gross profit % 47.5% 51.6% 50.5% 49.0% 49.2% 50.1% 49.0% 51.3% 52.3% 50.9% Research, development and engineering 30,303 8,250 8,164 9,004 8,459 33,877 8,605 8,247 8,834 25,686 Selling, general and administrative 76,273 19,606 19,763 20,939 20,297 80,605 21,153 22,984 23,649 67,786 Operating expenses 106,576 27,856 27,927 29,943 28,756 114,482 29,758 31,231 32,483 93,472 Operating income 41,269 13,602 13,708 12,578 14,573 54,461 15,709 17,535 23,758 57,002 Operating income % 13.3% 16.9% 16.6% 14.5% 16.5% 16.1% 16.9% 18.4% 22.1% 19.3% Income before income taxes 43,200 14,535 13,980 13,144 15,101 56,760 16,201 17,676 25,170 59,047 Income tax expense 6,952 4,361 2,450 3,943 4,530 15,284 4,860 5,303 7,551 17,714 Income tax expense as a percent of income before taxes 16.1% 30.0% 17.5% 30.0% 30.0% 26.9% 30.0% 30.0% 30.0% 30.0% Net income after taxes 36,248 10,174 11,530 9,201 10,571 41,476 11,341 12,373 17,619 41,333 Diluted shares outstanding 49,238 47,722 47,298 46,197 45,190 46,584 45,077 46,372 47,501 46,305 EPS 0.74 0.21 0.24 0.20 0.23 0.89 0.25 0.27 0.37 0.89 Net revenues from unaffiliated customers: Office and contact center 237,505 61,568 59,742 58,644 64,404 244,358 62,080 64,192 66,776 193,048 Mobile and computer 61,387 12,730 16,208 21,824 17,820 68,582 23,981 24,049 35,335 83,365 Other specialty products 12,289 5,970 6,420 6,343 5,835 24,568 6,725 6,876 5,511 19,112 Net revenues by geographical area from unaffiliated customers: Domestic 213,655 55,614 57,426 57,013 58,889 228,942 64,924 64,929 66,484 196,337 International 97,526 24,654 24,944 29,798 29,170 108,566 27,862 30,188 41,138 99,188 Balance Sheet accounts and metrics: Accounts receivable, net 43,838 44,714 51,303 51,927 50,503 50,503 49,852 52,033 64,425 64,425 Days Sales Outstanding 50 56 54 52 48 49 54 Inventory, net 36,103 37,695 35,659 34,884 33,758 33,758 37,510 37,764 39,178 39,178 Inventory turns 4.1 4.6 5.1 5.3 5.0 4.9 5.2

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